Morgan Stanley Corporate Governance

Corporate Governance

Board of Directors
As of July 8, 2010

		John J. Mack Mr. Mack has been Chairman of the Board of Morgan Stanley since June 2005. He was Chief Executive Officer of Morgan Stanley from June 2005 to December 2009. He previously had spent nearly 30 years at the Firm in various positions, most recently as President, Chief Operating Officer and a Director. Before rejoining Morgan Stanley, Mr. Mack served as Chairman of Pequot Capital Management. He served before that as co-Chief Executive Officer of Credit Suisse Group and Chief Executive Officer of Credit Suisse First Boston. Mr. Mack is a graduate of Duke University, where he is a member of the Board of Trustees. He also serves as Chairman of the Board of Trustees of New York-Presbyterian Hospital and the University Hospital of both Columbia and Cornell, a Director of IMG and Catalyst, Trustee of the Doris Duke Charitable Foundation and a member of the Business Council and the Business Roundtable. Mr. Mack also serves on the International Business Leaders Advisory Council for the Mayor of Beijing, the International Advisory Panel of The Monetary Authority of Singapore, and the Executive Committee of the Partnership for New York City. He is also a member of the Financial Services Forum and a Director of the Business Committee for the Arts.

		James P. Gorman Mr. Gorman is President and Chief Executive Officer of Morgan Stanley. He also serves as Chairman of Morgan Stanley Smith Barney, a leader in global wealth management. Prior to assuming his current position in January 2010, Mr. Gorman served from 2007 to 2009 as Co-President, with responsibility for the Firm's Global Wealth Management Group (GWMG), Morgan Stanley Investment Management (MSIM) and operations and technology functions. Mr. Gorman also served as co-head of corporate strategy from 2007 to 2009. Mr. Gorman joined Morgan Stanley in 2006 as President and Chief Operating officer of GWMG. Before that, Mr. Gorman held a succession of executive positions at Merrill Lynch. From 2001 to 2005 he led the company's U.S. and, subsequently, global private client businesses. He joined Merrill Lynch in 1999 as Chief Marketing Officer, and also served as head of Strategy and Research. Previously, Mr. Gorman was a senior partner of McKinsey & Co., and an attorney in Melbourne, Australia. He serves as a member of the Board of Overseers of the Columbia Business School and co-chairs the Business Committee of the Metropolitan Museum of Art. He is a member of the Business Roundtable, Business Council, and the Board of Directors of the Partnership for New York City. He is a former board member of the Securities Industry and Financial Markets Association in Washington, D.C., and served as Chairman in 2006. Born in Australia, Mr. Gorman earned a B.A. and law degree from the University of Melbourne and an M.B.A. from Columbia University.

		Roy J. Bostock Mr. Bostock has been a director since September 2005. He was formerly Chairman of The Partnership for a Drug-Free America. Until 2001, Mr. Bostock was Chairman of B\|Com3 Group, Inc., an advertising and marketing services firm that is now part of the Publicis Groupe S.A. Mr. Bostock played a major role in building some of the most prominent advertising firms in the U.S., beginning with Benton & Bowles in 1964. Following the creation, through a merger, of D'Arcy Masius Benton & Bowles in 1985, Mr. Bostock became President of the combined firm. By 1990, he had also served as Chief Operating Officer and was named Chairman and Chief Executive Officer. In 2000, the agency was renamed the B\|Com3 Group and Mr. Bostock became Chairman. Mr. Bostock is a member of the boards of directors of Delta Air Lines, Inc. and Yahoo! Inc. and a Trustee Emeritus of Duke University. A graduate of Duke, he has an MBA from Harvard.

		Erskine B. Bowles Mr. Bowles has been a director since December 2005. He has served as President of The University of North Carolina since 2006. He was named Co-Chair of the National Commission on Fiscal Responsibility and Reform in 2010. He has been a Senior Advisor to Carousel Capital, a private investment firm, since September 2001, and served as a Managing Director from March 1999 to September 2001. Mr. Bowles was a General Partner of Forstmann Little & Co., a private investment firm, from March 1999 to September 2001. He served in the Administration of President Clinton as head of the Small Business Administration and White House Chief of Staff. He was the United Nations Deputy Special Envoy for Tsunami Recovery with the rank of Under Secretary General in 2005. Mr. Bowles worked at Morgan Stanley from July 1969 to January 1972. He is a director at Cousins Properties Incorporated. A graduate of The University of North Carolina, he has an MBA from Columbia.

		Sir Howard J. Davies Sir Howard J. Davies has been a director since 2004. He has been Director of the London School of Economics and Political Science since September 2003. Sir Howard served as Chairman of the U.K. Financial Services Authority (1997-2003), Deputy Governor of the Bank of England (1995-1997) and Director General of the Confederation of British Industry (1992-1995). From 1987 to 1992 he was Controller (CEO) of the U.K. Audit Commission. From 1982 to 1987 Sir Howard worked for McKinsey & Company. He is currently a Trustee of the Tate Gallery in London and a director of Paternoster plc.

		James H. Hance, Jr. Mr. Hance has been a director since July 2009. He has been a Senior Advisor at The Carlyle Group since November 2005. He was Chairman of Carlyle Capital Corporation Limited from September 2006 to April 2008. From July 2004 to February 2005, Mr. Hance was Vice Chairman of Bank of America Corporation and was its Vice Chairman and Chief Financial Officer from October 1998 to July 2004. He held a variety of management roles within finance and administration, including Vice Chairman and Chief Financial Officer, at NationsBank Corporation and its predecessor company, NCNB Corporation, from 1987 until its merger with Bank of America Corporation in October 1998. Mr. Hance is currently Chairman of the Board of Sprint Nextel Corporation. He is also a director at Cousins Properties Incorporated, Duke Energy Corporation and Ford Motor Company. Mr. Hance serves on the Board of Trustees at Washington University in St. Louis and Johnson and Wales University.

		Nobuyuki Hirano Mr. Hirano has been a director since March 2009. Since June 2010, he has been Chief Credit Officer and since June 2009, he has been Deputy President, and has served on the Board, of The Bank of Tokyo-Mitsubishi UFJ, Ltd., the core commercial banking unit of Mitsubishi UFJ Financial Group, Inc., one of the world’s leading financial groups. Since June 2010, he has also served as Chief Strategic Alliance Officer and Director of Mitsubishi UFJ Financial Group, Inc. Over the course of his career, Mr. Hirano has held numerous senior level positions in Japan and abroad with the financial group since joining The Mitsubishi Bank, Ltd. in 1974.

		C. Robert Kidder Mr. Kidder has been a director since 1993. He has been Chairman of the Board of Chrysler Group LLC since June 2009 and Chairman and Chief Executive Officer of 3Stone Advisors LLC since August 2006. He was a Principal of Stonehenge Partners, Inc. from April 2004 to July 2006. From January 1995 to August 2004, Mr. Kidder was Chairman of the Board of Borden Chemical, Inc. (formerly Borden, Inc.) and was its Chief Executive Officer from January 1995 to March 2002. From November 2001 to March 2003, Mr. Kidder was President of Borden Capital, Inc., a company that provided financial and strategic advice to the Borden family of companies. He headed Duracell International Inc. from 1984 to 1995. Mr. Kidder is also a director of Merck & Co., Inc. He is currently Chairman of the Board of Trustees of Ohio University, President of the Wexner Center Foundation Board (a nonprofit partner of The Ohio State University Board of Trustees that oversees the Wexner Center for the Arts) and serves on the Board of Trustees of Nationwide Children's Hospital (Columbus).

		Donald T. Nicolaisen Mr. Nicolaisen served as Chief Accountant for the U.S. Securities and Exchange Commission from September 2003 to November 2005. Prior to joining the SEC, he was a senior partner at the accounting firm PricewaterhouseCoopers. Mr. Nicolaisen began his career at the firm's predecessor, Price Waterhouse, in 1967, and held a wide range of management and leadership positions, including serving on the firm's U.S. and global boards and leading Price Waterhouse's national office for accounting and SEC services. Mr. Nicolaisen currently serves on the Board of Directors of MGIC Investment Corporation, Verizon Communications Inc. and Zurich Financial Services.

		Hutham S. Olayan Ms. Olayan has been a director since 2006. Ms. Olayan is a senior executive and director of a private multinational enterprise, The Olayan Group, a major investor worldwide as well as a leading diversified business in Saudi Arabia and also serves as president and chief executive officer of Olayan America Corporation, a Group affiliate based in New York. Ms. Olayan holds a bachelor’s degree from the American University of Beirut and an MBA from Indiana University. Ms. Olayan’s outside affiliations include serving as a director at the Peter G. Peterson Institute for International Economics (since 2004), trustee of the American University of Beirut (since 1993) and overseer of the Memorial Sloan-Kettering Cancer Center (since 2008). She is a member of various advisory councils of non-profit organizations, including The Brookings Institution, Carnegie Middle East Center, US-Middle East Project and The Conference Board. Ms. Olayan is also a founding member of the Arab Bankers Association of North America. She served as trustee of the Conference Board (2002-2008) and as a director of Thermo Electron Corporation (1987-2002).

		O. Griffith Sexton Mr. Sexton has been a director since September 2005. He is an adjunct professor of finance at Columbia Business School and a visiting lecturer at Princeton University, where he teaches courses in corporate finance. Prior to his academic career, Mr. Sexton was an investment banker at Morgan Stanley from 1973 to 1995, where he was engaged in the development and execution of advisory assignments involving a wide variety of corporate financial transactions. He was an advisory director at Morgan Stanley from May 1995 to September 2008. He is a member of the boards of directors of Investor AB, a publicly traded Swedish investment company, and Hamilton Lane, a privately held asset-management company based in Philadelphia. A former U.S. naval aviator and Vietnam veteran, Mr. Sexton holds a BSE from Princeton and an MBA from Stanford.

		Dr. Laura D. Tyson Dr. Tyson has been a director since 1997. She has been S.K. and Angela Chan Professor of Global Management, Walter A. Haas School of Business, University of California at Berkeley, since January 2007. She was Dean of the London Business School from January 2002 to December 2006. Previously Dr. Tyson served as Dean of Haas Business School at the University of California at Berkeley from July 1998 to December 2001. She held the Class of 1939 Chair in Economics and Business Administration at the University from January 1997 until July 1998. Dr. Tyson served in the Clinton Administration from January 1993 through December 1996, during which time she served as the President's National Economic Adviser. Dr. Tyson also served as a member of the President's National Security Council and Domestic Policy Council. Prior to her appointment as National Economic Adviser, Dr. Tyson served as the sixteenth Chair of the White House Council of Economic Advisers, the first woman to hold that post. She is also a director of C.B. Richard Ellis Group, Inc., Eastman Kodak Company and AT&T Inc.